01 May 2017 | Livemint.com

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Marathwada Refractories Ltd.

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Marathwada Refractories Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. The Company's Philosophy on Code of Governance

The basic principles of good corporate governance are to maximize all the stakeholder's value and to ensure that transparency, integrity and accountability of highest order are maintained in all its transactions with the stakeholders both within and outside the Company, at all times. it has been the endeavor of the company to follow and practice the "principle of integrity" and its leadership is committed in following the Code of Conduct of the company in terms of Clause 49 of the Listing Agreement in letter and spirit.

In keeping with the above principles, the Board of Directors of your Company monitors the functions of the Management closely so that the interests of all the stakeholders of the Company are well protected at all times.

2. Board of Directors

As at 31st March, 2015, the Company had Four Directors on the Board. Mr. H.S. Girish Gupta is the Managing Director of the Company. Of the one Non-executive Director, Two are Independent Directors.

The Board met Seven times during the Financial Year, ie. on April17, 2014, April 28, 2014, May 30, 2014, August 8, 2014, November 7, 2014, February 13, 2015 and March 30,2015

The Board re-designated Mr. H.S. Girish Gupta as the Managing Director of the Company for a term of 5 years, effective January 1, 2015. The appointment requires approval of the Shareholders, for which a Resolution has been included in the Notice convening the forthcoming Annual General Meeting. The particulars of Mr. H.S. Girish Gupta aregiven in the Annexure to the Notice convening the Meeting.

Ms. Aparna Geol and Mr. Kapil Malhotra are appointed as Additional (Independent) Director by the Board Pursuant to Sections 149 and 152 read with Schedule IV of the Companies Act, 2013 and Clause 4911(B)(3) of the Listing Agreement fora term of five consecutive years. The appointment requires approval of the Shareholders, for which a Resolutions have been included in the Notice convening the forthcoming Annual General Meeting. The particulars of Ms. Aparna Geol and Mr. Kapil Malhotra are given in the Annexureto the Notice convening the Meeting. Mr. S.Baaskaran and Mr. Malu Sanjay Tolaram resigned from the Board of Directors of the Company Mr. Ganapathy Venkatesh has been appointed as a Non-executive Director on the Company's Board with effect from June 30, 2015.

All Board members have, as on 31st March, 2015 affirmed their compliance with:

• The fundamental code of conduct for all members of the board and

• The Company's Code of Conduct for prevention of insider trading in its shares.

3. Audit Committee

Composition, Meetings and Attendance By virtue of SEBI Circular CIR/CFD/POLICY CELL/7/2014 of dated September 15, 2014, the Company is not mandatorily required to comply with provisions of Clause 49 of the Listing Agreement. However, the Company has constituted the audit Committee by the board of directors meeting held on March 30, 2015. At present the following members for the Committee.

1. Mr. Kapil Malhotra - Chairman of the Committee

2. Mr. Ganapathy Venkatesh - Member

3. Ms. Aparna Geol - Member

Terms of Reference

The terms of reference of the Audit Committee are in accordance with those specified in Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.

4. Stakeholders' Relationship Committee

Composition, Meetings and Attendance By virtue of SEBI Circular CIR/CFD/POLICY CELL/7/2014 of dated September 15, 2014, the Company is not mandatorily required to comply with provisions of Clause 49 of the Listing Agreement. However, the Company has constituted the Stakeholders Relationship Committee by the board of directors meeting held on March 30, 2015. At present the following members for the Committee.

1. Ms. Aparna Geol - Chairman of the Committee

2. Mr. Ganapathy Venkatesh - Member

3. Mr. Kapil Malhotra - Member

Terms of Reference

The Committee monitors the Company's response to investor complaints. It has also been authorized to approve the issue of duplicate share certificates in lieu of those lost or destroyed.

In accordance with the provisions of Clause 49VlIl (E) (5) of the Listing Agreement, the power to approve transfers, transmissions, etc. of shares in the physical form has been delegated to the Share Transfer Agent (STA).

As on 31st March, 2015, there was no pending request for dematerialization or for physical transfer of shares. There were no pending complaints from the stakeholders as on 31st March, 2015.

5. Nomination and Remuneration Committee Composition, Meetings and Attendance

By virtue of SEBI Circular CIR/CFD/POLICY CELL/7/2014 of dated September 15, 2014, the Company is not mandatorily required to comply with provisions of Clause 49 of the Listing Agreement. However, the Company has constituted the Nomination and Remuneration Committee by the board of directors meeting held on March 30, 2015. At present the following members for the Committee.

1. Ms. Aparna Geol -Chairman of the Committee

2. Mr. Ganapathy Venkatesh - Member

3. Mr. Kapil Malhotra - Member

Terms of Reference

The terms of reference of the Nomination and Remuneration Committee and its role is as prescribed in sub-sections (3) and (4) of Section 178 of the Companies Act, 2013 and clause 49 of the Listing Agreement. The Nomination and Remuneration Committee has formulated and adopted the following policies in accordance with the aforesaid provisions

(i) Directors Appointment and Remuneration Policy;

(ii) Senior Management Personnel (excluding Executive Directors ) Appointment and Remuneration Policy.

The aforesaid policies have been annexed with the Directors Report

8. Remuneration of Executive Directors

During the year under review, no remuneration has been paid to the executive director.

9. General Disclosures

a) there were no materially significant transactions during the financial year with related parties such as Promoters, Directors, key managerial personnel, relatives that could have potential conflict of interest with the Company;

b) the mandatory disclosure of transactions with related parties, in compliance with the Accounting Standard (AS- 18), form part of this Annual Report;

c) No shares held by the Non-executive Directors in the Company

d) in preparing the Annual Accounts in respect of the financial year ended 31st March, 2015, no accounting treatment was different from that prescribed in the Accounting Standards. The significant accounting policies which are consistently applied have been set out in the Notes to the financial statements;

e) there was no instance of non-compliance on any matter relating to the capital markets during the past three years;

f) the Company has adopted a Code of Conduct for Prevention of Insider Trading in the shares of the Company for Directors and other identified persons in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

g) the Company has a Whistle Blower Policy. It is affirmed that no personnel has been denied access to the Chairman of the Audit Committee in terms of the Policy, During the year, Nil complaints were filed under the said Policy;.

h) The Company does not have an Y subsidiary;

i) the Company has a policy on Related Party Transactions.

j) the Company has a familiarization program for the Independent Directors, which is provided as part of the Director's Appointment and Remuneration Policy

k) the Company has put in place a Board Evaluation process. A note on the same is provided in the Directors Report;

I) the Company has put in place adequate internal control systems and procedures including adequate financial controls with reference to the Financial Statements;

m) no fresh issue of shares took place during the financial year ended 31st March,2015.

10. Means of Communication

Annual report in respect of each financial year is sent to all shareholders in the month of August or September of each calendar year. Each report contains the annual accounts of the company in respect of the financial year with the Directors and Auditors reports. Also included in each annual report is the notice convening the Annual General Meeting, the financial year's cash flow statement together with the corresponding reports of the auditors, the accounts and the Auditor's report thereon

General Information to Shareholders

a. The Thirty Sixth Annual General Meeting will be held on Tuesday, September 29, 2015, at No. 41, Vittal Mallya Road, Bangalore-560001.

b. Register of Shareholders

The Register of Shareholders will remain closed from 24th September 2015 to 29th September, 2015, both days inclusive;

c. Listing of Equity Shares on the Stock Exchanges

As on 31st March, 2015, the shares of the Company listed on the Bombay Stock Exchange Limited, Mumbai and the Calcutta Stock Exchange Limited, Kolkata. The respective Stock Codes of the above Stock Exchanges are

No. Name of the Stock Exchange Stock Code

The Bombay Stock Exchange 502250

The Calcutta Stock Exchange Limited 23106

In accordance with Section 20 of the Companies Act, 2013 read with Rule 35 of the Companies (Incorporation) Rules, 2014, the Annual Report and Accounts, Annual General Meeting Notices, postal ballot notice, circulars, etc. are sent by electronic transmission to those shareholders whose e-mail addresses are made available to the Company by its shareholders and the depository. Physical copies of the documents are sent to those Shareholders who make a specific request in writing for the same. In respect of the year 2014-2015, the Company will follow the same procedure.

12. Registrar & Share Transfer Agent

Link Intime India Private Limited (Formerly Intime Spectrum Registry Limited) A-40, 2nd Floor, Naraina Industrial Area, Phase-II, Near Batra Banquet Hall, New Delhi - 110028 Tel :011-41410592, Fax : 011-41410591

The Company s shares are traded on the stock exchanges in dematerialized form. Shareholders are requested to ensure that their depository participants ("DPs") promptly send physical documents, ie. Dematerialisation Request Form ("DRF"), share certificates, etc. to the Registrar & Share Transfer Agent by giving the Dematerialisation Request Number CORN"). Documents of transfer in physical form, ie. The transfer deeds, share certificates, etc., to the Registrar & Share Transfer Agent

17. Address for Correspondence

Marathwada Refractories Limi ed

# 41, Vittal Mallya Road, Bangalore 560001 Telephone No. 080-41345712 Fax No.080-41325000 E -mail : girish.gupta@mantri.in

18. Compliance with Clause 47(f) of the Listing Agreement

In compliance with the provisions of Clause 47(f) of the Listing Agreement, a separate e-mail ID airish.euotana mantri.in operates as a dedicated ID solely for the purpose of registering investor complaints.

19. Reconciliation of Share Capital Audit

As required by the Securities and Exchange Board of India (SEBI), quarterly audit of the Company's share capital is being carried out by an independent external auditor with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central depository Services Limited (CDSL) and held in physical form, with the issued and listed capital. The Auditor's Certificate in regard to the same is submitted to the Bombay Stock Exchange Limited and the Calcutta Stock Exchange Limited.

20. Information pursuant to Clause 49(VIII) (E) (1) of the Listing Agreement

Information pursuant to Clause 49(VIII)(E)(1) of the Listing Agreement pertaining to particulars of the Director to be re-appointed at the forthcoming Annual General Meeting is enclosed as an Appendix to the Notice convening the Annual General Meeting.

21. Compliance Certificate of the Auditors

The Company has obtained a Certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. The Certificate is annexed. for and on behalf of the Board of Directors

Marathwada Refractories Limited

Sd/- H.S. Girish Gupta

Managing Director DIN No. : 01683190

 Sd/- Ganapathy Venkatesh

Director DIN No. : 07207056

Place : Bangalore

Dated : August 13, 2015